Converted by FileMerlin

File No. 69-292


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

____________________________


Form U-3A-2 for 2004


Statement by Holding Company Claiming Exemption

Under Rule U-2 From the Provisions of the Public

Utility Holding Company Act of 1935


To Be Filed Annually Prior to March 1


QUESTAR CORPORATION

(Name of Company)


hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:  


1.  Name, state of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest.

Questar Corporation ("Questar" or the "Company") is a Utah corporation with its principal executive office and principal place of business at 180 East 100 South Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433.  On October 2, 1984, the Company filed an initial Form U-3A-2 with the Securities and Exchange Commission following a holding company reorganization in which Questar Gas Company ("Questar Gas") became a subsidiary of Questar.  Questar subsequently filed a Form U-3A-2 on March 1, 1985, and on or before each subsequent March 1 to the present time.

As a parent company, Questar provides certain administrative services, e.g., human resources, public relations, communications, tax, financial, and audit, to companies within the consolidated group.  Questar has two primary direct subsidiaries:  Questar Regulated Services Company, a Utah corporation ("Regulated Services"); and Questar Market Resources, Inc., a Utah corporation ("Market Resources").  The Company owns 100 percent of the common stock issued by each of these directly held subsidiaries.

Regulated Services has three subsidiaries:  Questar Gas, a Utah corporation; Questar Pipeline Company, a Utah corporation ("Questar Pipeline"); and Questar Energy Services, Inc. ("Energy Services").  Questar Gas is engaged in the retail distribution of natural gas in the states of Utah, Wyoming, and Idaho.  Questar Gas also transports natural gas for industrial users in Utah and Wyoming.  Questar Gas's activities in Utah and Wyoming are subject to regulation by the respective Public Service Commissions in those states. Pursuant to a special contract with the Idaho Public Utilities Commission, Questar Gas's natural gas service in Idaho is regulated by the Public Service Commission of Utah.  Questar Gas's customers in Idaho are served under the provisions of its Utah tariff.  Questar Pipeline currently transports and stores natural gas in interstate commerce in the Rocky Mountain states of Utah, Wyoming, and Colorado.  It has the following subsidiaries:  Questar Transportation Services Company, Questar Southern Trails Company, Questar Overthrust Pipeline Company, and Questar Overthrust Company.  Each subsidiary is incorporated in Utah and conducts transmission or processing operations.  Energy Services performs energy management services and other activities.

The Company has announced that Regulated Services will be merged into Questar Gas effective March 31, 2005.  As of that date, Questar Gas and Questar Pipeline will be direct subsidiaries of Questar while Energy Services will be a direct subsidiary of Questar Gas.

Market Resources engages in various businesses not subject to state utility regulation through several subsidiaries:  Wexpro Company ("Wexpro"), which conducts gas and oil development and production activities on certain producing properties for the benefit of Questar Gas in the Rocky Mountain region; Questar Exploration and Production Company ("Questar E&P"), which engages in gas and oil exploration and related development and production activities throughout the western and Midcontinent portions of the United States in its name and through QEP Uinta Basin, Inc.; Questar Energy Trading Company ("Energy Trading"), which conducts energy marketing activities; and Questar Gas Management Company ("Gas Management"), which is engaged in gathering and field processing activities.  Neither Market Resources nor any of its subsidiaries is a "public utility company," as such term is defined in the Act.  All companies owned by Market Resources have their principal offices at 180 East 100 South Street, Salt Lake City, Utah, but the group also has offices in Denver, Colorado, Oklahoma City and Tulsa, Oklahoma.

With the exception of Questar Gas, none of the companies directly or indirectly owned by Questar is a "public utility company" as that term is defined in the Public Utility Holding Company Act of 1935, as amended (the "Act").  Questar's directly held subsidiaries have their principal executive offices at 180 East 100 South, Salt Lake City, Utah.  Questar does not have any interest, direct or indirect, in any exempt wholesale generator or foreign utility company.


2.  A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission, and distribution of electric energy for sale, or for the production, transmission, and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the state in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such state.  


Questar Gas, which is a "gas utility company" for purposes of the Act, was distributing natural gas to 794,117 sales and transportation customers (defined as the number of service agreements) in Utah, southwestern Wyoming, and southeastern Idaho as of year-end 2004.  Of these customers, 768,492 were located in Utah, 23,877 were located in southwestern Wyoming, and 1,748 were located in southeastern Idaho.  Questar Gas owns and operates approximately 24,177 miles of street mains, service lines and interconnecting pipelines in its distribution system, including approximately 23,186 miles in its Utah distribution system.

Under the terms of a settlement agreement among Questar Gas, Wexpro and various state parties ending several years of litigation, Questar Gas owns the natural gas produced from gas reservoirs that were productive as of August 1, 1981.  Most of these productive reser­voirs are located in southwestern Wyoming and northwestern Colorado; most of the gas produced from such reservoirs is distributed to Questar Gas's retail natural gas customers.  Gas owned by Questar Gas but produced from reservoirs outside the location of pipelines owned by Questar Pipeline is generally sold to or exchanged with other companies.  Gas owned by Questar Gas, plus gas attributable to royalty interest owners in the same reservoirs, constituted 41 percent of Questar Gas's total gas supply in 2004 and is reflected in Questar Gas's rates at "cost-of-service" prices.  

Questar Gas is directly responsible for all gas acquisition activities.  Questar Pipeline transports the gas volumes purchased directly by Questar Gas and transports cost-of-service gas owned by Questar Gas and produced by Wexpro.  Questar Gas takes delivery of gas from Questar Pipeline and an unaffiliated interstate pipeline at various points in Utah, Wyoming, and Colorado.  Questar Gas does not currently own any interstate transmission lines or gas manufacturing plants.  Energy Trading markets natural gas and electricity, but does not own any distribution facilities in connection with such activities.

3.  The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies:


(a)  Number of kwh of electric energy sold (at retail or wholesale) and Mcf of natural or manufactured gas distributed at retail.  

During the 2004 calendar year, Questar Gas sold 101,798 thousand decatherms ("Mdth") of natural gas, including 92,975 Mdth at retail (defined as residential and commercial customers), and transported 34,278 Mdth of natural gas.  (Questar Gas generally reports volumes in decatherms ("Dth"); a Dth is equal to ten therms or one million Btu's.  In Questar Gas's gas system, each thousand cubic feet of natural gas contains approximately 1.055 Dth.)  For purposes of this report, Questar Gas's "retail" customers are general service or residential and commercial customers.  The 8,823 Mdth difference between the total sales number and the retail sales number includes sales to industrial customers that are not involved in resale transactions and sales of natural gas to refueling stations that are resold for natural gas vehicles.

For 2004, Questar Gas had total revenues of $764,193,000, including $736,107,000 for gas distribution operations.  Of this latter figure, $706,725,000 was attributable to Utah, $28,002,000 to Wyoming, and $1,380,000 to Idaho.  Questar Gas did not distribute any manufactured gas during such calendar year.  Questar Gas is the only public utility company among the Company's subsidiaries.  Questar itself did not make any sales of natural or manufactured gas during 2004.

The Company itself did not sell any natural or manufactured gas.


(b)  Number of kwh of electric energy and Mcf of natural or manufactured gas distributed at retail outside the state in which each such company is organized.  

During the 2004 calendar year, Questar Gas distributed at retail 3,575 Mdth of natural gas outside the state of Utah, its state of incorporation.

The Company itself did not distribute at retail any natural or manufactured gas.


c)  Number of kwh of electric energy and Mcf of natural or manufactured gas sold at wholesale outside the state in which each such company is organized, or at the state line.  

During 2004, Questar Gas sold 348 Mdth of natural gas outside the state of Utah, or at the state line of such state, to industrial customers and to natural gas refueling stations.  Questar Gas, during 2004, transported 360 Mdth of natural gas for industrial customers outside Utah.  Questar Gas did not sell at wholesale any manufactured gas during 2004.  Questar itself did not sell at wholesale any natural gas or manufactured gas during 2004.

Questar itself did not sell at wholesale any natural or manufactured gas.


(d)  Number of kwh of electric energy and Mcf of natural or manufactured gas purchased outside the state in which each such company is organized or at the state line.  

During the 2004 calendar year, Questar Gas purchased 28,223 Mdth of natural gas or approximately 27 percent of its total gas supply outside the state of Utah or at the state line.  Questar itself did not purchase any gas volumes.


4.  The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars:


(a)  Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas.

None.  Neither Questar nor any of its affiliates has any interest, direct or indirect, in any exempt wholesale generator or foreign utility company.


(b)  Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held.

None.  Questar and its affiliates do not have any interest, direct or indirect, in any exempt wholesale generator or foreign utility company.


(c)  Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company.

None.  Questar does not have any interest, direct or indirect, in any exempt wholesale generator or foreign utility company.


(d)  Capitalization and earnings of the EWG or foreign utility company during the reporting period.

None.  Questar does not have any interest, direct or indirect, in any exempt wholesale generator or foreign utility company.


(e)  Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreements(s).

None.  Questar does not have any interest, direct or indirect, in any exempt wholesale generator or foreign utility company.

UNDERTAKING

Questar hereby undertakes that it will not issue any shares of its authorized preferred stock unless, on a pro forma basis giving effect to such issuance, (1) consolidated earnings of Questar and its subsidiaries available for interest and dividends for a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the issuance of such stock, determined in accordance with generally accepted accounting principles, would be at least one and one-half times the sum of the annual interest requirements on consolidated long-term debt of Questar (including current maturities and excluding interest charges on indebtedness to be retired by the application of proceeds from the issuance of such shares or in connection with the transaction in which such shares are issued) and the annual dividend requirements on shares of preferred stock of Questar and its subsidiaries; (2) the aggregate outstanding long-term debt (including current maturities) of Questar and its subsidiaries on a consolidated basis is less than or equal to 60 percent of the capitalization of Questar and its subsidiaries on a consolidated basis; and (3) Questar's common stock represents at least 35 percent of the capitalization of Questar and its subsidiaries on a consolidated basis.  For purposes of the foregoing, consolidated earnings of Questar and its subsidiaries available for interest and dividends shall be determined on an after-tax basis and shall be the sum of income before extraordinary items and interest expense; pro forma income available for interest and dividends and pro forma interest charges shall include income and interest charges of businesses acquired, or proposed to be acquired, in conjunction with the issuance of Questar preferred stock, for the pro forma periods, regardless of whether the company acquired shall be accounted for on a pooling-of-interests basis or otherwise, provided that such earnings available for interest and dividends is determinable for the acquired business in accordance with generally accepted accounting principles; and consolidated capitalization shall include long-term debt (including current maturities), preferred stock and any premium thereon, and the sum of the common equity accounts of the company, all as prepared in accordance with generally accepted accounting principles.  

Questar has not issued any shares of its authorized preferred stock and has no current plans to do so.



#




EXHIBIT A


A consolidating statement of income and surplus of the claimant and its subsidiary companies as of the close of such calendar year, together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year.


The following exhibits are attached to and made a part of this filing:


Exhibit A-1.1

Consolidating Statement of Income of Questar Corporation for year-ended December 31, 2004.

Exhibit A-1.2

Consolidating Statement of Income of Questar Market Resources for the year-ended December 31, 2004.

Exhibit A-2

Consolidated Statement of Common Shareholders' Equity of Questar Corporation at December 31, 2004.

Exhibit A-3.1


Exhibit A-3.2

Consolidating Balance Sheet of Questar Corporation at December 31, 2004.


Consolidating Balance Sheet of Questar Market Resources at December 31, 2004.


EXHIBIT B


An organization chart showing the relationship of each EWG or foreign utility company to associate companies in the holding-company system.


Not applicable.  The Company does not have an interest in any exempt wholesale generator or foreign utility company.

The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 1st day of March, 2005.


[corporate seal]

QUESTAR CORPORATION


Attest:


/s/Connie C. Holbrook

By /s/ S. E. Parks


Connie C. Holbrook

     S. E. Parks

Secretary

     Senior Vice President and Chief Financial Officer


Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed:  


Connie C. Holbrook

Senior Vice President, General Counsel & Secretary

Questar Corporation

180 East 100 South, P.O. Box 45433

Salt Lake City, Utah 84145-0433





#






EXHIBIT A-1.1

        

QUESTAR CORPORATION

       

CONSOLIDATING STATEMENT OF INCOME

       

YEAR ENDED DECEMBER 31, 2004

       

(Unaudited)

        
         
    

Questar

Questar Regulated Services

 
 

Questar

 

Corporate

Market

Questar

  

Questar

 

Corporation

Intercompany

and Other

Resources

Pipeline

Questar

 

InfoComm

 

Consolidated

Transactions

Operations

Consolidated

Consolidated

Gas

Other

Consolidated

  

(In Thousands)

Revenues

        

  From unaffiliated customers

$1,901,431

 

$172

$1,053,854

$67,844

$759,486

$10,431

$9,644

  From affiliated companies

 

$(240,167)

220

131,427

88,635

4,707

1,944

13,234

     Total revenues

1,901,431

(240,167)

392

1,185,281

156,479

764,193

12,375

22,878

         

Operating expenses

        

  Cost of natural gas and

        

    other products sold

840,544

(219,913)

 

518,437

 

536,128

3,381

2,511

  Operating and maintenance

309,090

(15,552)

(2,725)

144,668

55,654

104,786

7,001

15,258

  Depreciation, depletion and

        

    amortization

216,175

 

632

142,688

28,235

41,956

351

2,313

  Exploration

9,239

  

9,239

    

  Questar Gas rate-refund obligation

4,090

    

4,090

  

  Abandonment and impairment of gas,

        

    oil and other properties

15,758

  

15,758

    

  Other taxes and expenses

90,948

(4,702)

798

77,945

6,557

9,767

187

396

    Total operating expenses

1,485,844

(240,167)

(1,295)

908,735

90,446

696,727

10,920

20,478

    Operating income

415,587

 

1,687

276,546

66,033

67,466

1,455

2,400

         

Interest and other income

6,598

(2,891)

2,024

2,240

202

3,508

132

1,383

Earnings from unconsolidated

5,125

  

5,125

    

  affiliates

        

Debt expense

(68,429)

2,891

(1,451)

(27,412)

(22,242)

(19,733)

(74)

(408)

Income taxes

(129,580)

 

(466)

(91,088)

(16,397)

(19,780)

(582)

(1,267)

     Net income

$229,301

 

$1,794

$165,411

$27,596

$31,461

$931

$2,108











EXHIBIT A-1.2

       

QUESTAR MARKET RESOURCES, INC.

     

CONSOLIDATING STATEMENT OF INCOME

      

YEAR ENDED DECEMBER 31, 2004

       

(Unaudited)

       
        
 

Questar

 

Questar

  

Questar

Questar

 

Market

 

Market

Questar

 

Gas

Energy

 

Resources

Intercompany

Resources

Exp & Prod

Wexpro

Management

Trading

 

Consolidated

Transactions

& Other

Consolidated

Company

Consolidated

Consolidated

 

(In Thousands)

Revenues

       

  From unaffiliated customers

$1,053,854

  

$448,706

$17,315

$68,643

$519,190

  From affiliated companies

131,427

$(422,200)

 

90

115,637

30,300

407,600

     Total revenues

1,185,281

(422,200)

 

448,796

132,952

98,943

926,790

        

Operating expenses

       

  Cost of natural gas and

       

    other products sold

518,437

(403,385)

 

2,232

 

909

918,681

  Operating and maintenance

144,668

(18,815)

($216)

82,501

20,449

56,719

4,030

  Depreciation, depletion and

       

    amortization

142,688

 

230

107,452

25,031

9,446

529

  Exploration

9,239

  

9,239

   

  Abandonment and impairment of gas,

       

    oil and other properties

15,758

  

12,968

2,790

  

  Other expenses

77,945

 

 

47,102

29,549

1,082

212

    Total operating expenses

908,735

(422,200)

14

261,494

77,819

68,156

923,452

    Operating income (loss)

276,546

 

(14)

187,302

55,133

30,787

3,338

Interest and other income

2,240

(25,411)

25,411

988

503

318

431

Earnings from unconsolidated

       

affiliates

5,125

  

172

 

4,953

 

Debt expense

(27,412)

25,411

(25,411)

(21,679)

(931)

(2,766)

(2,036)

Income taxes

(91,088)

 

28

(58,625)

(19,402)

(12,245)

(844)

    Net income

$165,411

 

$14

$108,158

$35,303

$21,047

$889










EXHIBIT A-2

     

QUESTAR CORPORATION

     

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

  

(Unaudited)

   

Accumulated

 
    

Other

 
    

Compre-

Compre-

 

Common Stock

Retained

hensive

hensive

 

Shares

Amount

Earnings

Income (Loss)

Income

 

(Dollars in Thousands)

      

Balances at January 1, 2002

81,523,407

$282,297

$772,408

$26,076

 

  Common stock issued

590,822

9,151

   

  Common stock repurchased

(60,469)

(1,594)

   

  2002 net income

  

155,596

 

$155,596

  Dividends paid ($0.725 per share)

  

(59,302)

  

  Income tax benefit associated with stock-

     

     based compensation

 

1,642

   

Adjustment of minority interest

 

6,093

   

Amortization of nonvested stock

 

1,129

   

  Other comprehensive income

     

    Change in unrealized loss on energy hedges,

     

       net of income taxes of $25,651

   

(42,799)

(42,799)

    Minimum pension liability, net of income

     

       taxes of $7,296

   

(11,779)

(11,779)

    Unrealized loss on securities available for sale,

     

        net of income taxes of $2,005

   

(3,237)

(3,237)

    Unrealized gain on interest rate swaps,

     

        net of income taxes of $235

   

392

392

    Foreign currency translation adjustment,

     

        net of income taxes of $2,375

 

 

 

2,688

2,688

Balances at December 31, 2002

82,053,760

298,718

868,702

(28,659)

$100,861

  Common stock issued

1,293,439

21,855

   

  Common stock repurchased

(113,248)

(3,462)

   

  2003 net income

  

173,616

 

$173,616

  Dividends paid ($0.78 per share)

  

(64,538)

  

  Income tax benefit associated with stock-

     

     based compensation

 

4,462

   

  Amortization of nonvested stock

 

2,041

   

  Acquisition of minority interest

 

1,169

   

  Other comprehensive income

     

    Change in unrealized loss on energy hedges,

     

       net of income taxes of $9,429

   

(15,755)

(15,755)

    Minimum pension liability, net of income

     

       taxes of $1,930

 

 

 

3,116

3,116

Balances at December 31, 2003

83,233,951

324,783

977,780

(41,298)

$160,977

  Common stock isued

1,335,103

29,145

   

  Common stock repurchased

(127,714)

(4,778)

   

  2004 net income

  

229,301

 

$229,301

  Dividends paid ($0.85 per share)

  

(71,363)

  

  Income tax benefit associated with stock-

     

     based compensation

 

6,479

   

  Amortization of nonvested stock

 

2,388

   

  Other comprehensive income

     








    Change in unrealized loss on energy hedges,

     

      net of income taxes of $5,677

   

(9,515)

(9,515)

    Minimum pension liability, net of income

     

      taxes of $2,084

   

(3,364)

(3,364

Balances at December 31, 2004

$84,441,340

$358,017

$1,135,718

($54,177)

$216,422










EXHIBIT A-3.1

        

QUESTAR CORPORATION

       

CONSOLIDATING BALANCE SHEET

       

DECEMBER 31, 2004

        

(Unaudited)

        
         
    

Questar

Questar Regulated Services

 
 

Questar

Inter-

 

Market

Questar

  

Questar

 

Corporation

company

 

Resources

Pipeline

Questar

 

InfoComm

 

Consolidated

Transactions

Corporate

Consolidated

Consolidated

Gas

Other

Consolidated

 

(In Thousands)

CURRENT ASSETS

        

  Cash and cash equivalents

$3,681

 

$1,410

($4,394)

$3,007

$2,131

$1,138

$389

  Notes receivable from affiliates

 

($268,200)

195,400

49,400

2,900

 

13,700

6,800

  Accounts and notes receivable

262,373

(48,730)

13,212

193,786

9,851

76,896

6,786

10,572

  Unbilled gas accounts receivable

59,160

    

59,160

  

  Fair value of hedging contracts

9,334

  

9,334

    

  Inventories, at lower of average cost

        

     or market

        

    Gas and oil storage

66,944

  

22,604

 

44,340

  

    Materials and supplies

18,993

  

8,631

3,411

6,166

781

4

  Prepaid expenses and other

23,690

 

479

16,632

3,366

2,188

813

212

  Purchased gas adjustment

35,853

 

 

 

 

35,853

 

 

   TOTAL CURRENT ASSETS

480,028

(316,930)

210,501

295,993

22,535

226,734

23,218

17,977

PROPERTY, PLANT AND

        

  EQUIPMENT

4,877,771

 

5,516

2,456,332

1,055,030

1,315,537

20,632

24,724

  Less accumulated depreciation,

        

     depletion and amortization

1,893,111

 

4,678

937,267

355,407

572,290

15,396

8,073

  NET PROPERTY, PLANT AND

        

    EQUIPMENT

2,984,660

 

838

1,519,065

699,623

743,247

5,236

16,651

INVESTMENT IN UNCON-

        

  SOLIDATED AFFILIATES

33,229

(1,971,702)

1,393,173

33,229

  

578,529

 

OTHER ASSETS

        

  Goodwill

71,260

  

61,423

4,185

5,652

  

  Regulatory assets

32,120

   

11,803

19,528

789

 

  Intangible pension asset

12,394

 

12,394

     

  Fair value of hedging contracts

1,815

  

1,815

    

  Other noncurrent assets

31,152

(5,097)

1,690

11,506

10,644

6,281

1,355

4,773

     TOTAL OTHER ASSETS

148,741

(5,097)

14,084

74,744

26,632

31,461

2,144

4,773

         
 

$3,646,658

($2,293,729)

$1,618,596

$1,923,031

$748,790

$1,001,442

$609,127

$39,401










EXHIBIT A-3.1 (continued)

        

QUESTAR CORPORATION

      

CONSOLIDATING BALANCE SHEET

       

DECEMBER 31, 2004

        

(Unaudited)

        
         
    

Questar

Questar Regulated Services

 
 

Questar

Inter-

 

Market

Questar

  

Questar

 

Corporation

company

 

Resources

Pipeline

Questar

 

InfoComm

 

Consolidated

Transactions

Corporate

Consolidated

Consolidated

Gas

Other

Consolidated

 

(In Thousands)

CURRENT LIABILITIES

        

  Short-term debt

$68,000

 

$68,000

     

  Notes payable to affiliates

 

($268,200)

72,800

$61,200

$28,000

$95,200

$2,600

$8,400

  Accounts payable and accrued expenses

       

    Accounts and other payables

282,562

(48,730)

5,918

183,346

13,474

116,444

8,583

3,527

    Production and other taxes

49,779

 

280

36,127

2,390

10,653

191

138

    Rate refund obligations

25,343

   

4,710

20,633

  

    Questar Gas customer credit

        

      balances

24,771

    

24,771

  

    Interest

14,464

  

8,495

1,743

4,226

  

    Federal income taxes

1,447

 

1,625

4,559

899

(6,701)

36

1,029

    Deferred income taxes - current

13,624

 

 

 

 

13,624

 

 

      Total accounts payable and

        

        accrued expenses

411,990

(48,730)

7,823

232,527

23,216

183,650

8,810

4,694

  Fair value of hedging contracts

64,179

  

64,179

    

  Current portion of long-term debt

12

 

 

 

 

 

 

12

    TOTAL CURRENT LIABILITIES

544,181

(316,930)

148,623

357,906

51,216

278,850

11,410

13,106

LONG-TERM DEBT,

933,195

  

350,000

310,096

273,000

 

99

  less current portion

        

DEFERRED INCOME TAXES

        

  (ASSET)

532,809

 

(11,134)

313,511

115,321

117,761

(2,584)

(66)

ASSET RETIREMENT

        

  OBLIGATIONS

67,288

(5,097)

 

66,375

265

5,745

  

PENSION LIABILITIES (ASSET)

32,640

 

31,319

(1,373)

(556)

(296)

3,546

 

POST-RETIREMENT BENEFITS

15,279

 

3,770

8,472

(5,639)

(1,380)

10,056

 

FAIR VALUE OF HEDGING

        

  CONTRACTS

14,471

  

14,471

    

OTHER LONG-TERM LIABILITIES

67,237

 

6,460

24,799

16,337

12,791

1,484

5,366

         

COMMON SHAREHOLDERS'

        

  EQUITY

        

  Common stock

358,017

(34,111)

358,017

4,309

6,551

22,974

 

277

  Additional paid-in capital

 

(945,081)

 

116,027

142,034

121,875

544,737

20,408

  Retained earnings

1,135,718

(1,034,660)

1,135,718

710,684

113,165

170,122

40,478

211

  Accumulated other comprehensive (loss)

(54,177)

42,150

(54,177)

(42,150)

 

 

 

 

    TOTAL COMMON

        

   SHAREHOLDERS' EQUITY

1,439,558

(1,971,702)

1,439,558

788,870

261,750

314,971

585,215

20,896

 

$3,646,658

($2,293,729)

$1,618,596

$1,923,031

$748,790

$1,001,442

$609,127

$39,401









EXHIBIT A-3.2

       

QUESTAR MARKET RESOURCES

     

CONSOLIDATING BALANCE SHEET

      

DECEMBER 31, 2004

       

(Unaudited)

       
   

Questar

    
 

Questar Market

 

Market

Questar

 

Questar

Questar

 

Resources

Intercompany

Resources

E & P

Wexpro

Gas

Energy

 

Consolidated

Eliminations

and Other

Consolidated

Company

Management

Trading

 

(In Thousands)

CURRENT ASSETS

       

  Cash and cash equivalents

 $          (4,394)

                     -

 $          195

 $     (4,879)

 $        (722)

 $      (1,103)

 $         2,115

  Notes receivable from affiliates

49,400

    

10,800

38,600

  Accounts and notes receivable

193,786

($173,081)

12,095

177,612

29,174

23,769

124,217

  Fair value of hedging contracts

9,334

  

7,595

  

1,739

  Inventories, at lower of average cost

       

     or market

       

     Gas and oil storage

22,604

     

22,604

     Material and supplies

8,631

  

7,670

825

136

 

  Prepaid expenses and other

16,632

 

502

12,443

812

2,772

103

    TOTAL CURRENT ASSETS

295,993

(173,081)

12,792

200,441

30,089

36,374

189,378

PROPERTY, PLANT AND

       

  EQUIPMENT

2,456,332

 

7,491

1,681,753

516,162

223,134

27,792

  Less accumulated depreciation,

       

     depletion and amortization

937,267

 

385

600,366

262,523

70,728

3,265

  NET PROPERTY, PLANT AND

       

     EQUIPMENT

1,519,065

 

7,106

1,081,387

253,639

152,406

24,527

INVESTMENT IN UNCON-

       

  SOLIDATED AFFILIATES

33,229

(787,064)

787,064

128

 

32,639

462

LONG-TERM NOTES

       

  RECEIVABLE

 

(350,000)

350,000

    

OTHER ASSETS

       

  Goodwill

61,423

  

61,423

   

  Fair value of hedging contracts

1,815

  

1,412

  

403

  Other noncurrent assets

11,506

 

2,301

812

8,348

11

34

      TOTAL OTHER ASSETS

74,744

 

2,301

63,647

8,348

11

437

        
 

 $     1,923,031

 $(1,310,145)

 $1,159,263

 $1,345,603

 $292,076

 $221,430

 $214,804









EXHIBIT A-3.2 (continued)

       

QUESTAR MARKET RESOURCES

     

CONSOLIDATING BALANCE SHEET

       

DECEMBER 31, 2004

       

(Unaudited)

       
   

Questar

    
 

Questar Market

 

Market

Questar

 

Questar

Questar

 

Resources

Intercompany

Resources

E & P

Wexpro

Gas

Energy

 

Consolidated

Eliminations

and Other

Consolidated

Company

Management

Trading

 

(In Thousands)

CURRENT LIABILITIES

       

  Notes payable to affiliates

$61,200

  

$61,200

   

  Accounts payable and accrued expenses

       

    Accounts and other payables

183,346

($173,081)

$11,980

124,443

$29,110

$16,721

$174,173

    Production and other taxes payable

36,127

 

(338)

16,360

18,130

1,232

743

    Interest

8,495

 

8,495

    

    Federal income taxes payable

       

      (receivable)

4,559

 

(1,052)

1,078

1,728

1,656

1,149

      Total accounts payable and accrued

   

 

   

        expenses

232,527

(173,081)

19,085

141,881

48,968

19,609

176,065

  Fair value of hedging contracts

64,179

 

 

64,882

 

(3)

(700)

    TOTAL CURRENT LIABILITIES

357,906

(173,081)

19,085

267,963

48,968

19,606

175,365

LONG-TERM DEBT,

       

  Less current portion

350,000

 

350,000

 

   

LONG-TERM NOTES PAYABLE

 

(350,000)

 

295,000

 

35,000

20,000

DEFERRED INCOME TAXES

313,511

 

378

213,437

50,267

45,324

4,105

ASSET RETIREMENT OBLIGATIONS

66,375

  

36,236

25,050

5,089

 

PENSION LIABILITY (ASSET)

(1,373)

  

(453)

(710)

(147)

(63)

POST-RETIREMENT BENEFITS

8,472

 

9

3,959

2,440

1,739

325

FAIR VALUE OF HEDGING

       

  CONTRACTS

14,471

  

14,471

   

OTHER LONG-TERM LIABILITIES

24,799

 

894

12,732

162

11,011

 
        
        

COMMON SHAREHOLDERS’

       

  EQUITY

       

  Common stock

4,309

(5,999)

4,309

5,999

   

  Additional paid-in capital

116,027

(425,002)

116,028

306,454

66,717

44,629

7,201

  Retained earnings

710,684

(398,212)

710,710

233,761

99,182

59,177

6,066

  Accumulated other comprehensive

       

    income (loss)

(42,150)

42,149

(42,150)

(43,956)

 

2

1,805

  TOTAL COMMON

       

SHAREHOLDERS’ EQUITY

788,870

(787,064)

788,897

502,258

165,899

103,808

15,072

 

 $1,923,031

  ($1,310,145)

 $1,159,263

$1,345,603

$292,076

$221,430

$214,804